Good Life Networks Inc. (formerly, Exito Energy II Inc.) announces closing of qualifying transaction

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

CALGARY, Jan. 26, 2018 /CNW/ - Good Life Networks Inc. (formerly Exito Energy II Inc.) (the "Company" or "Good Life") is pleased to announce that it has closed its previously announced qualifying transaction (the "Transaction") with Good Life Networks Inc. ("GLN"), a Vancouver-based, digital media private company. 

The Transaction was completed by way of a share exchange pursuant to a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Arrangement"), which included the amalgamation of GLN and Exito Energy II Inc. ("Exito") to form the Company as the resulting issuer.  Immediately prior to the completion of the Arrangement, Exito completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation share for every two pre-consolidation shares and continued from Alberta into British Columbia.  Each GLN common share (including the common shares issued pursuant to the conversion of the subscription receipts sold in the recently completed brokered private placement (see the news release dated January 19, 2018)) were exchanged for 0.2601 of a common share of the Company (the "Good Life Shares"). 

The Company is continuing the business of GLN, as described below. The Good Life Shares are expected to begin trading on the TSX Venture Exchange (the "Exchange") on or about January 30, 2018 under the symbol "GOOD". 

There are currently a total of 75,264,515 Good Life Shares issued and outstanding and options, convertible debentures and warrants exercisable to purchase up to an additional 9,954,731 Good Life Shares, in aggregate.  An aggregate of 18,175,820 Good Life Shares are subject to escrow and seed share resale restrictions pursuant to Exchange requirements.

Prior to the Transaction, Exito was a capital pool company (as defined under the policies of the Exchange), and had not commenced commercial operations and had no assets other than cash.  The Transaction constituted the Company's "Qualifying Transaction", as such term is defined in Policy 2.4 of the Exchange. For further information with respect to GLN, Exito and the terms of the Transaction, please refer to the Joint Supplement of GLN and Exito dated March 31, 2017 (the "Joint Supplement") attached as Schedule E to the Information Circular of Exito dated March 31, 2017, as amended by the addendum to the Joint Supplement dated May 11, 2017, prepared in accordance with the policies of the Exchange (collectively, the "Meeting Materials"), which are available on SEDAR at www.sedar.com. The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the Meeting Materials.

The Business of the Company

Good Life is continuing the business of GLN. GLN developed a programmatic marketing platform powered by proprietary machine learning technology that allows advertisers to target and connect intelligently with their audiences across online display, video, social and mobile campaigns. This technology provides visibility and scale, affording a unique opportunity to scale revenue. The platform is the cornerstone of Good Life's business, providing industry leading insights and data. This allows Good Life to match its clients to buyers in a way that provides significant and sustainable value to both. This data model means Good Life can forecast algorithmically the needs and wants of the brands it represents, maximizing the efficiency for its partners. Good Life combines decades of award winning management experience with innovative technology designed and developed by its team.

Officers and Directors

As a result of the closing of the Transaction, the directors and officers of Good Life are:

Jesse Dylan – CEO, President and Director
Andrew Osis - CFO and Corporate Secretary
Cliff Dumas - VP Operations and Director
Eugene Valaitis - Director
Stephanie Ratza - Director
Praveen Varshney - Director

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.  Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Good Life. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the date of trading of the Good Life Shares on the Exchange and final regulatory approvals. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Good Life.  Good Life does not assume any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in the Meeting Materials and the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

SOURCE Exito Energy II Inc.

Jesse Dylan, CEO and Director, [phone]